9523098
                                                                 B231251

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

                               COMMISSIONERS:
                         Robert Pitofsky, Chairman
                             Mary L. Azcuenaga
                             Sheila F. Anthony
                            Mozelle W. Thompson
                               Orson Swindle

                              In The Matter of

              TOYOTA MOTOR SALES, U.S.A., INC., a corporation.

                             DOCKET NO. C-3776
                             DECISION AND ORDER

   The Federal Trade Commission having initiated an investigation of
   certain acts and practices of the respondent named in the caption
   hereof, and the respondent having been furnished thereafter with a
   copy of a draft of complaint which the Bureau of Consumer Protection
   proposed to present to the Commission for its consideration and which,
   if issued by the Commission, would charge the respondent with
   violation of the Federal Trade Commission Act; and

   The respondent, its attorneys, and counsel for the Commission having
   thereafter executed an agreement containing a consent order, an
   admission by the respondent of all the jurisdictional facts set forth
   in the aforesaid draft of complaint, a statement that the signing of
   said agreement is for settlement purposes only and does not constitute
   an admission by the respondent that the law has been violated as
   alleged in such complaint, or that the facts as alleged in such
   complaint, other than jurisdictional facts, are true and waivers and
   other provisions as required by the Commission's Rules; and

   The Commission having thereafter considered the matter and having
   determined that it had reason to believe that the respondent has
   violated the said Act, and that a complaint should issue stating its
   charges in that respect, and having thereupon accepted the executed
   consent agreement and placed such agreement on the public record for a
   period of sixty (60) days, now in further conformity with the
   procedure prescribed in Section 2.34 of its Rules, the Commission
   hereby issues its complaint, makes the following jurisdictional
   findings and enters the following order:

                                                                  9523098
                                                                 B231251

                          UNITED STATES OF AMERICA
                          FEDERAL TRADE COMMISSION

                             In The Matter of

              TOYOTA MOTOR SALES, U.S.A., INC., a corporation.
                             DOCKET NO. C-3776

                                 COMPLAINT

   The Federal Trade Commission, having reason to believe that Toyota
   Motor Sales, U.S.A., Inc., a corporation ("respondent" or "Toyota"),
   has violated the provisions of the Federal Trade Commission Act, 15
   U.S.C. §§ 45-58, as amended, and the Consumer Leasing Act, 15 U.S.C.
   §§ 1667-1667e, as amended, and its implementing Regulation M, 12
   C.F.R. § 213, as amended, and it appearing to the Commission that this
   proceeding is in the public interest, alleges:

   1. Respondent Toyota Motor Sales, U.S.A., Inc. is a California
   corporation with its principal office or place of business at 19001
   South Western Avenue, Torrance, California 90509. Respondent
   manufactures and distributes vehicles and offers such vehicles for
   sale or lease to consumers.

   2. Respondent has disseminated advertisements to the public that
   promote consumer leases, as the terms "advertisement" and "consumer
   lease" are defined in Section 213.2 of Regulation M, 12 C.F.R.
   § 213.2, as amended.

   3. The acts and practices of respondent alleged in this complaint have
   been in or affecting commerce, as "commerce" is defined in Section 4
   of the Federal Trade Commission Act, 15 U.S.C. § 44.

   4. Respondent has disseminated or has caused to be disseminated
   consumer lease advertisements ("lease advertisements") for Toyota
   vehicles, including but not necessarily limited to the attached Toyota
   Exhibits A - C. Toyota Exhibits A and B are television lease
   advertisements (attached hereto in video and storyboard format).
   Toyota Exhibit C is a direct mail advertisement. These advertisements
   contain the following statements:

          A. (Audio:) "... And the car that's become the gold standard
          can now be leased for as little as $229 a month, which includes
          automatic transmission, air conditioning, power windows and
          door locks and more. The new 1995 Toyota Camry lease, starting

                      UNITED STATES OF AMERICA
                      FEDERAL TRADE COMMISSION


                                 )
      In The Matter of            )    FILE NO. 952 3098
                                 )
TOYOTA MOTOR SALES, U.S.A., INC.,)    AGREEMENT CONTAINING
   a corporation.                  )    CONSENT ORDER
                                 )
                                 )

      The Federal Trade Commission ("Commission") has conducted an
investigation of certain acts and practices of Toyota Motor
Sales, U.S.A., Inc., a corporation ("proposed respondent").
Proposed respondent, having been represented by counsel, is
willing to enter into an agreement containing a consent order
resolving the allegations contained in the attached draft
complaint.  Therefore,

      IT IS HEREBY AGREED by and between Toyota Motor Sales,
U.S.A., Inc., by its duly authorized officers, and counsel for
the Federal Trade Commission that:

l.    Proposed respondent Toyota Motor Sales, U.S.A., Inc. is a
California corporation with its principal office or place of
business located at 19001 South Western Avenue, Torrance,
California 90509.

      2.    Proposed respondent admits all the jurisdictional facts
set forth in the draft complaint.

3.    Proposed respondent waives:

      a.    Any further procedural steps;

      b.    The requirement that the Commission's decision
            contain a statement of findings of fact and conclusions
            of law; and

      c.    All rights to seek judicial review or otherwise to
            challenge or contest the validity of the order entered
            pursuant to this agreement.

4.    This agreement shall not become part of the public record of
the proceeding unless and until it is accepted by the Commission.
If this agreement is accepted by the Commission, it, together
with the draft complaint, will be placed on the public record for
a period of sixty (60) days and information about it publicly